Current reports

Execution of the agreements on the sale of shares in ArchiDoc S.A.

Current report number: 28/2019

Data: 17 October 2019

Legal basis:

Art. 17 (1) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (‘MAR’).

Content of the report:

With reference to Ongoing Report No. 11/2019 dated 25 February 2019, Ongoing Report No. 15/2019 dated 08 April 2019, Ongoing Report No. 16/2019 dated 20 May 2019, Ongoing Report No. 24/2019 dated 19 July 2019, Ongoing Report No. 26/2019 dated 03 October 2019 and Ongoing Report No. 27/2019 dated 16 October 2019, the Management Board of OEX S.A. (hereinafter referred to as the ‘Company’ or the ‘Issuer’) hereby wishes to advise whom it may concern that today, i.e. on 17 October 2019, the Company and Offsite Archive Storage & Integrated Services (Ireland) Ltd. (hereinafter referred to as ‘OASIS’) with registered office in Dublin have signed agreements (hereinafter referred to as the ‘SPA’) on the sale of 4,250,000 (say: four million two hundred and fifty thousand) shares (hereinafter referred to as the ‘Shares’) in the share capital of ArchiDoc Spółka Akcyjna with registered office in Chorzów (hereinafter referred to as ‘ArchiDoc’), constituting 100% of the share capital of ArchiDoc.

The preliminary selling price of the Shares (hereinafter referred to as the ‘Selling Price’) amounted to PLN 65,000,000.00 (say: sixty-five million Polish zlotys), whereby the price may be amended in result of a final verification of selected items on the balance sheet of ArchiDoc as at 30 September 2019. The Selling Price takes into account the payment by ArchiDoc to the Issuer of a dividend of PLN 3,414,580.58 on the transaction day.

The above-mentioned Selling Price, less PLN 3,500,000.00 (say: three million five hundred thousand Polish zlotys), has been paid today to the Issuer by OASIS, whereby:

  1. the amount of PLN 38,083,398.66 was transferred directly to an account with Santander Bank Polska S.A. allocated for the repayment of a part of the Issuer’s debt under term loans (including a fee for an earlier repayment), as per the Pay-Off Letter, the Issuer notified about in Ongoing Report No. 27/2019 dated 16 October 2019,
  2. the amount of PLN 23,416,601.34 was transferred to the bank account of the Issuer.

The above-mentioned amount of PLN 3.500.000,00 was deposited by OASIS at an escrow account and will be payable to the Company in an amount between zero and PLN 3.500.000,00 in case ArchiDoc and its subsidiary generated a standardised EBITDA result in 2019 at the level in the range from PLN 7.000.000,00 (say: seven million Polish zlotys) – a minimum value, and PLN 7.500.000,00 (say: seven million five hundred thousand Polish zlotys) – a maximum value, as calculated on a linear basis in relation to standardised EBITDA value within that range. The standardised EBITDA value for 2019 will be determined on the basis of approved and audited 2019 financial statements of ArchiDoc and its subsidiary.

The Parties have also agreed that the Issuer will be entitled to conditional additional payments to the Selling Price that will be due in case ArchiDoc has exceeded the agreed standardised EBITDA value in the period from 1 January 2020 to 31 December 2020 and from 1 January 2021 to 31 December 2021. The total maximum amount of additional payments to the price on this account will not exceed PLN 15.000.000,00.

The remaining terms and conditions of the SPA, including the declarations made and the liabilities undertaken by the Issuer as the seller, do not differ from the standard terms and conditions adopted in this type of transactions.

The transfer of ownership and the issue of a multiple-share certificates has taken place today.

In result of the sale of 100% of shares in the share capital of ArchiDoc S.A. by the Issuer, the control over the 100% subsidiary of ArchiDoc S.A., i.e. ArchiDoc MED sp. z o.o. with registered office in Chorzów, was transferred to OASIS.

 

Signatures of Company’s representatives:

Artur Wojtaszek  – Member of the Management Board
Robert Krasowski – Member of the Management Board.


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